Case Studies

Comprehensive Franchise Counsel to Tanning Retailer

Our attorneys represent a national tanning retailer in all of its franchise operations in the U.S. Our attorneys have assisted them in remaining in compliance with federal and state requirements for the offer and sales of its franchised indoor tanning salons and advised the management team on instituting best practices for the franchise documents, sales processes and compliance operations that are critical to its growth strategy. We also actively enforce the company’s intellectual property and the fair use of its brand by franchisees throughout the country. This work is highlighted by regular negotiations with current and potential franchisees looking to purchase a new franchise, expand an existing franchise portfolio or negotiate a buy-out.

Business to Consumer E-Commerce Acquisition

Kegler Brown represented a strategic operating company in connection with its acquisition of a B2C e-commerce platform acquisition from a private equity firm. The acquisition was completed in July 2012.

Acquisition of Assets and IP of Software-as-a-Service Provider

The team at Kegler Brown represented a leading global provider of clinical, commercial and consulting services to pharmaceutical, biotech and life sciences companies in its acquisition of the assets and intellectual property of a provider of software-as-a-service to companies deploying mobile web applications. The transaction was completed in June 2011.

Strategic Acquisition of New York Advertising Agency

Kegler Brown represented Resource Ventures, Ltd. (d/b/a Resource) in the acquisition of Ammirati, a New York-based advertising agency. Resource is a digital marketing agency based in Columbus, Ohio. Ammirati, which was founded in 2002, most recently worked with Jerry Seinfeld on the web series "Comedians In Cars Getting Coffee," and launched a new ad campaign for beer client Labatt during the Super Bowl. In addition, the firm works with Coca-Cola (Fuze, Vitaminwater, Gold Peak Tea), Seagram's, Nintendo, Pirate's Booty, Remy Cointreau, Schwinn and Sweet'N Low. The details of the transaction were not disclosed.

Strategic Acquisition for Startups.co

Kegler Brown served as lead counsel to Startups.co, the world's largest user community for startups, in its acquisition of the assets of a confidential strategic target, including all of its intellectual property.

IP Counsel for Columbus-Based Green Tech Start-Up

Kegler Brown's intellectual property lawyers serve as strategic IP counsel for an Ohio-based growth company specializing in the production and processing of high-value chemicals derived from lake algae and other waste products.

Outside General Counsel to Growth Apparel Company

The lawyers at Kegler Brown serve as outside general counsel for a well known growth-stage apparel company, including substantial advising on day-to-day IP strategy and obtaining clearance on apparel designs that are core to the company’s business model.

Lead Counsel in Sale of National Digital Agency to Strategic Buyer

Recapitalization and Related Negotiations for a UK Tech Company

We advised a UK-based technology company in the renewables space with significant U.S. operations in a series of transactions to recapitalize its debt and equity structure in the second quarter of 2017 and the first quarter of 2018, helping them manage through a cash shortage until their promising technology could start to produce a profit.

This was accomplished through re-negotiating several million dollars in secured venture debt to extend payment terms and to provide that one-half of the debt will automatically convert to equity upon certain conditions. Another important aspect was re-negotiating several million dollars in additional secured debt owed to building contractors to provide for extended repayment and to exchange the majority of the outstanding debt for warrants to acquire equity in the company. We also assisted in negotiating a new multi-million dollar senior secured credit facility with venture lenders.

Sale of Software Developer to Private-Equity Sponsored Competitor

While advising No Surprises
Software, Inc. (dba Viewabill) on the sale of its professional services billing
solutions technology business to Mitratech in early 2016, we provided
assistance throughout all stages of the sale, from letter of intent to closing.

This
included providing guidance on issues related to capital structure and
distribution of proceeds per waterfall, shareholder relations and negotiations,
negotiations with other third parties and risk mitigation.

Tax-Free Merger of Wearable Technology Company

Our client, an Ohio-based fitness
technology company that creates fitness challenges for businesses and schools
utilizing wearable devices, sought our advice throughout 2015 in a tax-free
merger with an out-of-state provider of healthcare solutions and data analytics
for employee populations.

We
assisted our client with the formation of a strategy regarding transaction
structuring and related tax matters; intellectual property issues, governance,
capitalization, and the go-forward economic rights of prior owners in the
combined company. We also provided assistance in negotiations with third
parties, which included their large investor base, as well as risk mitigation
and post-closing finance.

Acquisition of Polyolefin Films Plant and Related Business Assets from Public Company

Through the end of 2014 into early
2015, we advised Brazil-based packaging manufacturer Valfilm on all aspects of a
multi-million dollar acquisition of a polyolefin films plant in Findlay, Ohio, as
well as related business assets, from The Dow Chemical Company. This included
providing guidance on transaction and organizational structures, tax credits, intellectual
property matters, real estate issues and environmental compliance. We also
assisted with risk management and transition and post-closing operations.

Valfilm
took ownership of the plant in early 2015 with plans to double its employment.